Brooklyn ImmunoTherapeutics LLC (NYSE American: BTX) ("Brooklyn"),
a biopharmaceutical company focused on exploring the role that
cytokine and gene editing/cell therapy can have in treating
patients with cancer, blood disorders, and monogenic diseases,
today announced it has executed a non-binding letter of intent
(“LOI”) to acquire Novellus Therapeutics (“Novellus”), a company
developing next-generation engineered mesenchymal stem cell (“MSC”)
therapies using patented mRNA cell reprogramming and gene editing
technologies licensed from Factor Bioscience (“Factor”). It is
expected that the transaction will involve an acquisition by
Brooklyn of all of the outstanding equity of Novellus (the
“Transaction”).
Pursuant to the terms of the LOI, the parties
intend to sign a definitive agreement (the “Definitive Agreement”)
and work to close the acquisition on or before July 15, 2021. The
terms of the LOI value Novellus at $125.0 million, which is
proposed to be paid by Brooklyn by a combination of $17.4 million
in cash and $107.6 million in BTX common stock. Brooklyn currently
has over $43 million of cash on its balance sheet to fund the cash
component of the Transaction. The completion of the Transaction is
subject to a number of conditions, and no assurances can be made
that the parties will successfully negotiate and enter into a
Definitive Agreement or that the proposed Transaction will be
closed on the terms or timeframe contemplated by the LOI, or at
all.
“If acquisition of Novellus is transacted,
Brooklyn would achieve both strategic and economic benefits. This
acquisition would further advance Brooklyn’s evolution into a
platform company with a pipeline of next-generation gene and cell
therapy programs. We believe Novellus’ next-generation engineered
MSC platform can position Brooklyn to become a leader in stem cell
therapies, with the ability to develop multiple therapeutic
candidates rapidly,” said Brooklyn’s Chief Executive Officer and
President Howard J Federoff, M.D., Ph.D.
Dr. Federoff continued, “The acquisition would
accelerate our research and development efforts and bring Brooklyn
closer to clinical development with an MSC product. The increased
alignment between Factor and Brooklyn resulting from this
acquisition could allow faster development of clinical products for
orphan diseases such as sickle cell anemia, familial amyloidosis
and cell therapies for cancer. With the acquisition contemplated by
this LOI, Brooklyn continues to seek to execute on its strategic
plan to become a leader in gene editing, stem cell therapy and mRNA
therapeutics.”
The acquisition of Novellus builds on the
license agreement that Brooklyn executed earlier this year with
Factor and Novellus, and leaves in place the Factor component of
that agreement, which grants Brooklyn exclusive rights to develop
certain next-generation mRNA gene editing and cell therapy
products. The Transaction would relieve Brooklyn from the
obligation to pay Novellus a set of upfront fees, clinical
development milestone fees and post-registration royalties under
the license agreement.
“We are delighted about the opportunity to work
more closely with Brooklyn on next generation gene editing and cell
therapy products. We believe this transaction would advance
Novellus’ vision to transform cell therapy through the application
of state-of-the-art mRNA technologies,” said Matthew Angel, Ph.D.,
co-founder and CSO of Novellus and Co-Founder and CEO of
Factor.
About the Transaction
The completion of the Transaction is subject to
a number of conditions, including but not limited to the following:
completion of mutually satisfactory due diligence, execution of the
Definitive Agreement, and receipt of all required corporate and
third-party approvals, including fulfillment of all applicable
regulatory requirements and conditions necessary to complete the
Transaction.
No assurances can be made that the parties will
successfully negotiate and enter into a Definitive Agreement, or
that the proposed Transaction will be closed on the terms and/or
timeframe currently contemplated, or at all. As noted above, the
Transaction remains subject to regulatory and board approvals,
along with other customary conditions.
About Brooklyn ImmunoTherapeutics
Brooklyn is focused on exploring the role that
cytokine-based therapy can have in treating patients with cancer,
both as a single agent and in combination with other anti-cancer
therapies. The company is also exploring opportunities to advance
oncology, blood disorder, and monogenic disease therapies using
leading edge gene editing/cell therapy technology through the newly
acquired license from Factor Bioscience and Novellus
Therapeutics.
Brooklyn’s most advanced program is studying the
safety and efficacy of IRX-2 in patients with head and neck cancer
in Phase 2B. In a Phase 2A clinical trial in head and neck cancer,
IRX-2 demonstrated an overall survival benefit. Additional studies
are either underway or planned in other solid tumor cancer
indications. For more information about Brooklyn and its clinical
programs, please visit www.BrooklynITx.com.
About Novellus Therapeutics
Novellus is a pre-clinical stage biotechnology
company developing engineered cellular medicines using its licensed
patented non-immunogenic mRNA, high-specificity gene editing,
mutation-free & footprint-free cell reprogramming and
serum-insensitive mRNA lipid delivery technologies. Novellus is
privately held and is headquartered in Cambridge, MA. For more
information, please visit www.novellustx.com.
Forward-Looking Statements
The first six paragraphs of this press release
contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are any statements that are not statements of historical
fact and may be identified by terminology such as “expect,”
“intend,” “plan,” “believe,” “anticipate,” “may,” “will,” “would,”
“should,” “could,” “contemplate,” “estimate,” “predict,”
“potential” or “continue,” or the negative of these terms or other
similar words. Forward-looking statements are based on current
beliefs and assumptions that are subject to risks and uncertainties
and are not guarantees of future performance. Actual results could
differ materially from those stated or implied in any
forward-looking statement as a result of various factors,
including, but not limited to, uncertainties related to whether the
Transaction will be completed by the parties on the terms
contemplated by the LOI or at all, as set forth above under
“Description of the Transaction.” You should not rely upon
forward-looking statements as predictions of future events. The
terms of the LOI are not binding on either party, and either party
may elect to terminate discussion of the Transaction in the party’s
discretion. Brooklyn cannot assure you that the Transaction will be
completed or that, if it is completed, that the final terms of the
Transaction will not be materially different than those
contemplated by the LOI. The forward-looking statements made in
this communication speak only as of the date on which they were
made, and Brooklyn does not undertake any obligation to update the
forward-looking statements contained herein to reflect events that
occur or circumstances that exist after the date hereof, except as
may be required by applicable law or regulation.
Investor Relations Contact:CORE
IR516-222-2560investors@brooklynitx.com
Media Contact:Jules AbrahamCORE
IR917-885-7378julesa@coreir.com
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